Common use of Transfer and Exchange of a Clause in Contracts

Transfer and Exchange of a. Certificated Debenture for a Beneficial Interest in a Global Debenture. Holders of Certificated Debentures may offer, resell, pledge or otherwise transfer such Debentures only pursuant to an effective registration statement under the Securities Act, inside the United States to a QIB in a transaction meeting the requirements of Rule 144A, in a transaction meeting the requirements of Rule 144 under the Securities Act, outside the United States in a transaction meeting the requirements of Rule 904 under the Securities Act or to the Company, in each case in compliance with any applicable securities laws of any State of the United States or any other applicable jurisdiction. When Certificated Debentures are presented by a Holder to the Registrar with a request (x) to register the transfer of the Certificated Debentures or (y) to exchange such Certificated Debentures for an equal principal amount of Certificated Debentures of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Certificated Debentures presented or surrendered for register of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney, duly authorized in writing, which instructions, if applicable, shall direct the Trustee (A) to cancel any Certificated Debenture being exchanged for another Certificated Debenture or a beneficial interest in a Global Debenture in accordance with Section 2.11 hereof, and (B) to make, or to direct the Registrar to make, an endorsement on the appropriate Global Debenture to reflect an increase in the aggregate principal amount of the Debentures represented by such Global Debenture; and (ii) such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Certificated Debenture is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of Exhibit B-5 hereto); or (B) if such Certificated Debenture is being transferred to a QIB in accordance with Rule 144A, pursuant to Rule 144 under the Securities Act or pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-5 hereto).

Transfer and Exchange of a. Certificated Debenture Note for a Beneficial Interest in a Global Debenture. Holders of Certificated Debentures may offer, resell, pledge or otherwise transfer such Debentures only pursuant to an effective registration statement under the Securities Act, inside the United States to a QIB in a transaction meeting the requirements of Rule 144A, in a transaction meeting the requirements of Rule 144 under the Securities Act, outside the United States in a transaction meeting the requirements of Rule 904 under the Securities Act or to the Company, in each case in compliance with any applicable securities laws of any State of the United States or any other applicable jurisdictionNote. When Certificated Debentures Notes are presented by a Holder of Notes to the Registrar with a request (x) to register cancel any Certificated Notes in exchange for a beneficial interest in the transfer of the Certificated Debentures or (y) to exchange such Certificated Debentures for an equal principal amount of Certificated Debentures of other authorized denominationsGlobal Notes, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, provided that the Certificated Debentures Notes presented or surrendered for register of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder of Notes or by his attorney, duly authorized in writing, which instructions, if applicable, shall direct the Trustee (A) to cancel any Certificated Debenture Note being exchanged for another Certificated Debenture or a beneficial interest in a the Global Debenture Notes in accordance with Section 2.11 hereof, and (B) to make, or to direct the Registrar to make, an endorsement on the appropriate Global Debenture Notes to reflect an increase in the aggregate principal amount of the Debentures Notes represented by such the Global DebentureNotes; and (ii) in the case of a Certificated Note that is a Transfer Restricted Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Certificated Debenture Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of the Depositary or a nominee of the Depositary for the account, directly or indirectly, of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of Exhibit B-5 B-3 hereto); or; (B) if such Certificated Debenture Transfer Restricted Security is being transferred (i) to a QIB in accordance with a transaction meeting the requirements of Rule 144A144A under the Securities Act, pursuant to (ii) in a transaction meeting the requirements of an exemption from registration provided by Rule 144 under the Securities Act Act, (iii) in reliance on Rule 903 or pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act of Regulation S or (iv) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-5 B-3 hereto); or (C) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act. If no Rule 144A Global Note or Regulation S Global Note, as the case may be, is then outstanding, the Company shall issue and the Trustee shall, upon receipt of an Authentication Order of the Company in accordance with Section 2.02 hereof, authenticate such Global Note in the appropriate principal amount.

Transfer and Exchange of a. Certificated Debenture Security for a Beneficial ----------------------------------------------------------------- Interest in a Global DebentureSecurity. Holders of Certificated Debentures Securities may offer, resell, pledge ----------------------------- resell or otherwise transfer such Debentures Securities only pursuant to an effective registration statement under the Securities Act, inside the United States to a QIB in a transaction meeting the requirements of Rule 144A, in a transaction meeting the requirements of Rule 144 under the Securities Act, outside the United States in a transaction meeting the requirements of Rule 904 under the Securities Act or to the Company, in each case in compliance with any applicable securities laws of any State state of the United States or any other applicable jurisdiction. When Certificated Debentures Securities are presented by a Holder to the Registrar with a request (x) to register the transfer of the Certificated Debentures Securities or (y) to exchange such Certificated Debentures Securi ties for an equal principal amount of Certificated Debentures Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Certificated Debentures Securities presented or surrendered for register of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his or her attorney, duly authorized in writing, which instructions, if applicable, shall direct the Trustee (A) to cancel any Certificated Debenture Security being exchanged for another Certificated Debenture Security or a beneficial interest in a Global Debenture global Security in accordance with Section 2.11 hereof2.10, and (B) to make, or to direct the Registrar to make, an endorsement on the appropriate Global Debenture global Security to reflect an increase in the aggregate principal amount of the Debentures Securities represented by such Global Debentureglobal Security; and (ii) such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Certificated Debenture Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of Exhibit B-5 hereto); or (B) if such Certificated Debenture Security is being transferred to either a QIB or an institutional "Accredited Investor" within the meaning of subparagraph (A)(1), (2), (3) or (7) of Rule 401 under the Securities Act that is acquiring the security for investment purposes and not with a view to, or for offer or sale in connection with any distribution in accordance with Rule 144A, pursuant to Rule 144 under the Securities Act or pursuant to an exemption from registration in accordance with Rule 904 under the Securities 24 Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-5 hereto).

Transfer and Exchange of a. Certificated Debenture for a Beneficial Interest in a Global DebentureNote for a --------------------------------------------------------------------- Certificated Note. Holders of Certificated Debentures may offer, resell, pledge or otherwise transfer such Debentures only pursuant to an effective registration statement under the Securities Act, inside the United States to a QIB in a transaction meeting the requirements of Rule 144A, in a transaction meeting the requirements of Rule 144 under the Securities Act, outside the United States in a transaction meeting the requirements of Rule 904 under the Securities Act or to the Company, in each case in compliance with any applicable securities laws of any State of the United States or any other applicable jurisdiction. When Certificated Debentures are presented by a Holder to the Registrar with a request (x) to register the transfer of the Certificated Debentures or (y) to exchange such Certificated Debentures for an equal principal amount of Certificated Debentures of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Certificated Debentures presented or surrendered for register of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney, duly authorized in writing, which instructions, if applicable, shall direct the Trustee (A) to cancel any Certificated Debenture being exchanged for another Certificated Debenture or Any Person having a beneficial interest in a Global Debenture Note may ----------------- upon request exchange such beneficial interest for a Certificated Note. Upon receipt by the Trustee of written instructions including registration instructions from the Depositary or its nominee on behalf of any Person having a beneficial interest in accordance with Section 2.11 hereofa Global Note, and (B) to makeand, or to direct the Registrar to make, an endorsement on the appropriate Global Debenture to reflect an increase in the aggregate principal amount case of the Debentures represented by such Global Debenture; and (ii) such request shall be accompanied by a beneficial interest in a Legended Note only, the following additional information and documents, as applicable: (Ai) if such Certificated Debenture beneficial interest is being delivered transferred to the Registrar Person designated by a Holder for registration in the name of such Holder, without transferDepositary as being the beneficial owner, a certification from such Person to that effect from such Holder (in substantially the form of Exhibit B-5 C --------- hereto); or; (Biii) if such Certificated Debenture beneficial interest is being transferred to a QIB in accordance with Rule 144A, pursuant to Rule 144 under the Securities Act or pursuant to an reliance on another exemption from the registration in accordance with Rule 904 under the Securities Act or pursuant to an effective registration statement under requirements of the Securities Act, a certification to that effect from such Holder the transferee or transferor (in substantially the form of Exhibit B-5 C hereto) and an Opinion of Counsel to --------- the effect that such transfer does not require registration under the Securities Act (in substantially the form of Exhibit D hereto); --------- then the Trustee, or the Global Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Global Note Custodian, the aggregate principal amount of the Global Note to be reduced and, following such reduction, the Company will execute and the Trustee will authenticate and deliver a Certificated Note to the transferee. Certificated Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(d) shall be --------------- registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Certificated Notes to the Persons in whose names such 1997 Notes are so registered.

Transfer and Exchange of a. Certificated Debenture Note for a Beneficial Interest in a Global DebentureNote. Holders of Certificated Debentures Notes may offer, resell, pledge or otherwise transfer such Debentures Notes only pursuant to an effective registration statement under the Securities Act, inside the United States to a QIB in a transaction meeting the requirements of Rule 144A, in a transaction meeting the requirements of Rule 144 under the Securities Act, outside the United States in a transaction meeting the requirements of Rule 904 under the Securities Act or to the Company, in each case in compliance with any applicable securities laws of any State of the United States or any other applicable jurisdiction. When Certificated Debentures Notes are presented by a Holder to the Registrar with a request (x) to register the transfer of the Certificated Debentures Notes or (y) to exchange such Certificated Debentures Notes for an equal principal amount of Certificated Debentures Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Certificated Debentures Notes presented or surrendered for register of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney, duly authorized in writing, which instructions, if applicable, shall direct the Trustee (A) to cancel any Certificated Debenture Note being exchanged for another Certificated Debenture Note or a beneficial interest in a Global Debenture Note in accordance with Section 2.11 hereof, and (B) to make, or to direct the Registrar to make, an endorsement on the appropriate Global Debenture Note to reflect an increase in the aggregate principal amount of the Debentures Notes represented by such Global DebentureNote; and (ii) such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Certificated Debenture Note is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of Exhibit B-5 hereto); or (B) if such Certificated Debenture Note is being transferred to a QIB in accordance with Rule 144A, pursuant to Rule 144 under the Securities Act or pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-5 hereto).